COMMERCIAL AGREEMENTS

Companies involved in international commercial transactions are inevitably faced with issues involving the drafting and interpretation of commercial agreements.  We advise our clients on structuring transactions to limit liability exposure.  We assist clients in the negotiation and drafting of agreements involving the laws of the United States and the European Union, as well as the U.N. Convention on Contracts for the International Sale of Goods (“CISG”), including sales contracts, terms & conditions of sale, sales agent and distributor agreements, license agreements, payment guaranties, and non-disclosure agreements. 

Moreover, because the English language has increasingly become the language of negotiation and contracts in the international business community, companies may face questions concerning the proper interpretation and use of English legal terminology, even when the agreement does not involve American or British law.  Our lawyers are experienced in advising clients and drafting international commercial contracts in English, in particular when one or both parties are non-native speakers.

BUSINESS ENTITIES

We advise companies having business interests in Europe on various aspects of EC law that could have a potential impact on their business, such as antidumping law, customs law and competition law.  For example, we counsel clients on all aspects of EC import regulation, including tariff classification, quotas, licensing requirements, and transaction taxes.

We advise and assist our European clients doing business in the United States in the formation of U.S. business entities (e.g., corporations, limited liability companies, etc.), foreign company registrations, compliance with corporate formalities, and drafting of shareholder and board of director resolutions.

We advise U.S. and foreign-based companies on the U.S. tax implications of their business operations and assist in filing their U.S. corporate tax returns.  Our assistance includes advice on U.S. federal, state and local taxation and advice on structuring their transactions to minimize taxes.  We prepare transfer pricing documentation.

INTERNATIONAL DISPUTE RESOLUTION

Transnational Litigation

We advise and represent companies involved in cross-border disputes in developing successful litigation strategies.  Such strategies include advice on conflict of laws, application of the U.N. Convention on Contracts for the International Sale of Goods, forum selection, proper service of process, as well as the taking of evidence, availability of injunctive relief, and enforcement of judgments in foreign countries.

Arbitration

Parties to international commercial contracts increasingly elect to settle potential disputes by arbitration.  We advise clients on the inclusion of valid arbitration clauses in their contracts, including the selection of arbitration rules, choice of law, and situs.

RELEVANT PUBLICATIONS AND PRESENTATIONS BY D&H ATTORNEYS

Frank A. Orban, III, Investing in Russia – Legal Challenges U.S.-Russian Mid-Atlantic Business Council, State College, PA (May 2008).

Frank A. Orban, III, Taking Advantage of and Being Taken Advantage of in the Chinese Market - Exporting, Investing, and IP Protection in Contemporary China, US Patent & Trademark Office Conference on Protecting Intellectual Property in China & the Global Market Place (Philadelphia, PA 2007).

Frank A. Orban, III, Doing Business in China Yesterday and Today, Pennsylvania Department of Commerce & World Trade Center Conference on Doing Business in China (2007).

Judith L. Holdsworth, U.S. Transportation Recall Enhancement, Accountability, and Documentation (TREAD) Act – Reporting Obligations of Foreign Manufacturers of Motor Vehicles and Motor Vehicle Equipment, presented at the Center for International Legal Studies (CILS) Conference on Product Liability and Personal Injury Law, Kitzbühel, Austria (March 26, 2003).

Judith L. Holdsworth, Practical Applications of the United Nations Convention on Contracts for the International Sale of Goods (2001), available at Pace Law School, Institute of International Commercial Law, http://cisgw3.law.pace.edu/cisg/biblio/holdsworth.html.

Judith L. Holdsworth, Transnational Litigation, A practitioner’s Guide (Oceana Publications, 1997) (assistant editor to Richard H. Kreindler; co-author of chapter on Germany).

Judith L. Holdsworth, Service of Process in Europe – A Review:  Germany – Sovereignty Worries, International Commercial Litigation, October 1997.

Judith L. Holdsworth, Attorney-Client Privilege:  Germany – Privileges Disputes Rare, International Commercial Litigation, April 1997.

Judith L. Holdsworth, Choice of Law:  Germany – Non-Applicability of Commercial Agency Law, International Commercial Litigation, July/August 1996.

J. Kevin Horgan, New Business Opportunities in Mexico and Canada, presented in seminar entitled Maximizing the Benefits of a North American Free Trade Agreement, Los Angeles, CA (Feb. 27, 1992).

Donald E. deKieffer, Doing Business in Romania (Peter Randall, 1992).

Donald E. deKieffer, Legal Considerations in Countertrade Transactions, Corporate Counsels International Advisor, Issue 72 (May 1, 1991).

Donald E. deKieffer, The Role of Export Credits in International Trade, American Bar Association International Trade Policy (1984).

Frank A. Orban, III, testimony before the U.S. Senate Foreign Relations Committee Hearing on the U.N. Convention on Contracts for the International Sale of Goods (April 4, 1984).

deKieffer & Horgan prepared the materials on this web site for informational purposes. The transmission and display of the information contained at, or accessed through, this web site is not intended to create, and receipt or viewing of it does not constitute, an attorney-client relationship. Since we are not providing legal advice through this web site, you should not act upon any information you might receive from it without seeking professional counsel.  The materials on this web site are intended, but not guaranteed, to reflect current legal developments and the current state of the law. We do not, however, represent, warrant, or guarantee they will be complete, accurate, or up to date when you view them.